Stanley to Acquire Oberon Associates

by via PRNewswire On Jun 10, 2008

ARLINGTON, Va. , June 10 /PRNewswire-FirstCall/ -- Stanley , Inc.
(NYSE: SXE), a leading provider of systems integration and professional
services to the U.S. federal government, announced today that it has entered
into a definitive agreement to acquire Oberon Associates, Inc. (Oberon), an
engineering, intelligence operations and information technology services
company. The purchase price will be approximately $170 million in cash,
subject to certain working capital and other adjustments as of the closing
date.

The transaction, which is expected to close during Stanley's fiscal second
quarter ending September 30, 2008 , is subject to the approval of Oberon's
shareholders and other customary closing conditions, including the receipt of
regulatory approvals. Shareholders representing approximately 67 percent of
Oberon's common stock have entered into a voting and irrevocable proxy
agreement to vote their shares in favor of the proposed transaction.

Founded in 2002, Oberon provides engineering, operational intelligence and
information technology support to multiple elements of the U.S. Army, in
addition to the U.S. Air Force, Defense Information Systems Agency,
Transportation Security Administration and several agencies throughout the
intelligence community. Oberon's areas of expertise include biometrics systems
engineering, integration and operational deployment; intelligence community
support; communications engineering; and information technology and enterprise
data management. Oberon is headquartered in Manassas, Va. , and has more than
600 employees working in 10 regional offices in the United States and seven
countries abroad.

Stanley expects Oberon to generate revenue of approximately $80 million in
its fiscal year 2008 ending June 30, 2008 . Going forward, Stanley anticipates
Oberon's annual revenue will meet or exceed Stanley's annual organic growth
goals of 10 to 15 percent and that the transaction will be accretive to its
fiscal year 2009 earnings.

"We are looking forward to welcoming Oberon to Stanley ," said Phil Nolan ,
Stanley's chairman, president and CEO. "This transaction is consistent with
Stanley's growth strategy that calls for the development of new customers,
contract vehicles and service offerings via mergers and acquisitions. In
addition, it reinforces Stanley's strategy of expanding our presence in key
markets positively impacted by the Base Realignment and Closure process.
Oberon complements our commitment to delivering the highest quality of support
for our customers' mission-essential programs and fostering an employee-
focused culture. We also believe this acquisition will provide meaningful
cross-selling opportunities as we seek to continue our strong record of
organic growth."

"We are excited about the opportunity to bring a new, but complementary,
set of customers and technical expertise to Stanley ," said Jodi L. Johnson and
David L. Young , co-founders of Oberon. "We are also very optimistic that the
transition will be a smooth one because of our similar cultures and a mutual
urgency to ensure customer satisfaction."

KippsDeSanto & Co. is acting as exclusive financial advisor to Oberon in
this transaction.

Stanley management will conduct a conference call today at 5:00 pm EDT to
discuss the Oberon transaction. To obtain the dial-in number, please contact
Rashida Gofney at (703) 310-3209. The conference call will be broadcast
simultaneously on the Investor Relations page of Stanley's website,
http://www.stanleyassociates.com. Investors are advised to log on to the
website at least 15 minutes prior to the call to register, download and
install any necessary audio software. An archive of the webcast will be
available for one week following the live event.

About Stanley

Stanley (NYSE: SXE) is a provider of information technology services and
solutions to U.S. defense and federal civilian government agencies. Stanley
offers its customers systems integration solutions and expertise to support
their mission-essential needs at any stage of program, product development or
business lifecycle through five service areas: systems engineering, enterprise
integration, operational logistics, business process outsourcing, and advanced
engineering and technology. Headquartered in Arlington, Va. , the company has
approximately 3,700 employees at over 100 locations in the U.S. and worldwide.
In 2008 and 2007, Stanley was recognized by FORTUNE(R) magazine as one of the
"100 Best Companies to Work For." Please visit
http://www.stanleyassociates.com for more information.

Any statements in this press release about our future expectations, plans
and prospects, including statements containing the words "estimates,"
"anticipates," "plans," "expects" and similar expressions, constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Actual results may differ materially from those
indicated by such forward-looking statements as a result of various important
factors discussed in our Annual Report on Form 10-K for the fiscal year ended
March 31, 2008 , as filed with the Securities and Exchange Commission (SEC),
and additional filings we make with the SEC. In addition, the forward-looking
statements included in this press release represent our views as of the date
of this release. We assume no obligation to update publicly or revise any
forward-looking statements made herein or any other forward-looking statements
made by us, whether as a result of new information, future events or
otherwise.